Common use of Governing Law; Jurisdiction; Venue; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws of the State of Texas, without regard to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the jurisdiction of the United States District Court for the Northern District of Texas or, if jurisdiction is not available therein, the Texas district court located in Dallas County, Texas, in any action or proceeding arising out of or relating to this Agreement, and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement shall be governed by and construed and the rights and obligations THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Each of the Parties hereunder determined in accordance with the Laws of the State of Texas, without regard to the conflict of laws principles thereof. The Parties hereby irrevocably and unconditionally submit submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or federal court of the United States District Court for the Northern District of Texas orAmerica, if jurisdiction is not available thereinsitting in Delaware, the Texas district and any appellate court located in Dallas County, Texasfrom any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that all claims any claim in respect of any such action or proceeding may be heard and determined in such state Delaware State court or, to the fullest extent permitted by applicable Lawlaw, in such federal court. Without limitation of other means of service, (iii) waives, to the Parties agree that service of any processfullest extent it may legally and effectively do so, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court Delaware state or federal court, and any claim that (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding brought in any such court has been brought in an inconvenient forumDelaware state or federal court. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts manner provided by law. Each Party irrevocably consents to whose jurisdiction service of process in the Partiesmanner provided for notices in Section 15. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law. Each Party irrevocably and unconditionally waives all right to trial by jury in any action, as proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the case may beactions of the Company in the negotiation, are or may be subjectadministration, by suit upon such judgment. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONperformance and enforcement hereof.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement This Guaranty shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of Texas, without regard New York. The Guarantor hereto hereby (i) consents to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by NFB or Borrower in connection with this Guaranty shall be venued in the United States District Court for of the Northern Southern District of Texas orNew York and, if jurisdiction is to the extent such venue cannot available therein, the Texas district court located in Dallas County, Texasbe obtained, in any action or proceeding arising out court having situs within the County of or relating to this AgreementNew York, State of New York; and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties (iv) agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, manner provided by suit upon such judgmentlaw. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS GUARANTOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE GUARANTOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO A THE GUARANTOR AT THE GUARANTOR'S ADDRESS SET FORTH BENEATH THE SIGNATURE OF THE PLEDGOR HEREIN, AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE GUARANTOR WAIVES ANY RIGHT TO TRIAL BY JURY OF IN ANY CLAIM ACTION OR CAUSE OF ACTION ARISING OUT OF PROCEEDING BASED ON OR RELATING PERTAINING TO BUYERS’ INVESTIGATION OF THE BUSINESSTHIS GUARANTY, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS ANY OTHER ANCILLARY AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONGUARANTOR OBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws of the State of TexasDelaware, without regard to the conflict of laws law principles thereof. The Parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court of Chancery of the State of Delaware in and for the Northern District of Texas New Castle County or, if the Court of Chancery lacks jurisdiction is not available thereinover such matter, any federal or state court having jurisdiction 57 over the Texas district court located matter situated in Dallas New Castle County, TexasDelaware, in any action or proceeding arising out of or relating to this Agreement, and each of the Parties hereto irrevocably and unconditionally agrees that all claims Actions in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties hereto agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the The Parties agrees hereto each agree that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 11.12 shall be conclusive and binding upon the PartiesParties hereto, as the case may be, and may be enforced in any other courts to whose jurisdiction the PartiesParties hereto, as the case may be, are is or may be subject, by suit upon such judgment. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ BUYER’S INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this This Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of Texas, without regard New York. The parties hereto hereby (i) consent to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by NFB or Pledgor in connection with this Agreement shall be venued in the United States District Court for of the Northern Southern District of Texas orNew York and, if jurisdiction is to the extent such venue cannot available therein, the Texas district court located in Dallas County, Texasbe obtained, in any action or proceeding arising out court having situs within the County of or relating to this AgreementNew York, State of New York; and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties (iv) agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Partiesmanner provided by law. THE PLEDGOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE PLEDGOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, as the case may beRETURN RECEIPT REQUESTED, are or may be subjectDIRECTED TO PLEDGOR AT THE PLEDGOR'S ADDRESS SET FORTH IN SECTION 14 HEREOF, by suit upon such judgmentAND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS ANY RIGHT TO A TRIAL BY JURY OF IN ANY CLAIM ACTION OR CAUSE OF ACTION ARISING OUT OF PROCEEDING BASED ON OR RELATING PERTAINING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, ANY OF THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OBLIGATIONS OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONCOLLATERAL.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement and all matters (including any claim or cause of action based upon, arising from out of or relating related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by by, and construed and the rights and obligations of the Parties hereunder determined enforced in accordance with with, the Laws internal laws of the State of Texas, without regard to New Jersey. Each of the conflict of laws principles thereof. The Parties hereby irrevocably and unconditionally submit submits, for itself and its property, to the exclusive jurisdiction of the United States District any Superior Court for the Northern District of Texas or, if jurisdiction is not available therein, the Texas district court located sitting in Dallas Bergen County, Texasand any appellate court from any appeal thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or the negotiation, execution or performance hereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement, and each of the Parties irrevocably and unconditionally agrees that all claims in respect ) or for recognition or enforcement of any such action or proceeding may be heard and determined in such state court orjudgment relating thereto. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, by suit upon such judgment. THE PARTIES HERETO AND THEREFORE IT HEREBY WAIVE THEIR RESPECTIVE RIGHTS IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THEREOF (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATING RELATED TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS AGREEMENT OR ANY CONTRACT ENTERED AS AN INDUCEMENT TO ENTER INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONTHIS AGREEMENT).

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement This Warrant shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws laws of the State of Texas, without regard to Delaware and the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the jurisdiction of the United States District Court for applicable therein (in each case without giving effect to any choice or conflict of laws provision or rule that would cause the Northern District application of Texas orthe laws of any other jurisdiction) and shall be treated in all respects as a Delaware contract. Any action, if jurisdiction is not available therein, the Texas district court located in Dallas County, Texas, in any action suit or proceeding arising out of or relating to this AgreementWarrant shall be brought in San Diego County, California or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and THE COMPANY AND THE HOLDER HEREOF, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY (AND AGREE NOT TO REQUEST TRIAL BY JURY), IN EACH CASE IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT. The Company and the holder hereof each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of or relating to this Warrant or the transactions contemplated hereby in the courts of the State of California or the United States of America, in each case located in San Diego County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court and that any claim that such suit, action or proceeding matter brought in any such court has been brought in an inconvenient forum. Each forum The Company and the holder hereof each hereby irrevocably waives personal service of the Parties agrees that a final judgment process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof to such party at the address for such notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in an appropriate court pursuant any way any right to serve process in any manner permitted by law. By accepting this Warrant from the Company or its previous holder, the holder agrees to be bound by the terms of this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION14.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement This Guaranty shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of Texas, without regard New York. Each Guarantor hereto hereby (i) consents to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient, (iii) agrees that any litigation initiated by Inmark or any Guarantor in connection with this Guaranty shall be venued in the United States District Court for of the Northern Southern District of Texas orNew York and, if jurisdiction is to the extent such venue cannot available therein, the Texas district court located in Dallas County, Texasbe obtained, in any action or proceeding arising out court having situs within the County of or relating to this AgreementNew York, State of New York; and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties (iv) agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Partiesmanner provided by law. EACH GUARANTOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON SUCH GUARANTOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, as the case may beRETURN RECEIPT REQUESTED, are or may be subjectDIRECTED TO SUCH GUARANTOR AT SUCH GUARANTOR'S ADDRESS SET FORTH BENEATH THE SIGNATURE OF SUCH GUARANTOR HEREIN, by suit upon such judgmentAND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS EACH GUARANTOR WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF BASED ON OR PERTAINING TO THIS GUARANTY OR ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONOBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this This Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of Texas, without regard New York. The parties hereto hereby (i) consent to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by Inmark or Pledgor in connection with this Agreement shall be venued in the United States District Court for of the Northern Southern District of Texas orNew York and, if jurisdiction is to the extent such venue cannot available therein, the Texas district court located in Dallas County, Texasbe obtained, in any action or proceeding arising out court having situs within the County of or relating to this AgreementNew York, State of New York; and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties (iv) agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Partiesmanner provided by law. THE PLEDGOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE PLEDGOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, as the case may beRETURN RECEIPT REQUESTED, are or may be subjectDIRECTED TO PLEDGOR AT THE PLEDGOR'S ADDRESS SET FORTH IN SECTION 14 HEREOF, by suit upon such judgmentAND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS ANY RIGHT TO A TRIAL BY JURY OF IN ANY CLAIM ACTION OR CAUSE OF ACTION ARISING OUT OF PROCEEDING BASED ON OR RELATING PERTAINING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, ANY OF THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OBLIGATIONS OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONCOLLATERAL.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement This Guaranty shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of Texas, without regard New York. The Guarantor hereto hereby (i) consents to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient, (iii) agrees that any litigation initiated by NFB or the Guarantor in connection with this Guaranty shall be venued in the United States District Court for of the Northern Southern District of Texas orNew York and, if jurisdiction is to the extent such venue cannot available therein, the Texas district court located in Dallas County, Texasbe obtained, in any action or proceeding arising out court having situs within the County of or relating to this AgreementNew York, State of New York; and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties (iv) agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, manner provided by suit upon such judgmentlaw. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS GUARANTOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE GUARANTOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO A THE GUARANTOR AT THE GUARANTOR'S ADDRESS SET FORTH IN SECTION 18 HEREOF, AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE GUARANTOR WAIVES ANY RIGHT TO TRIAL BY JURY OF IN ANY CLAIM ACTION OR CAUSE OF ACTION ARISING OUT OF PROCEEDING BASED ON OR RELATING PERTAINING TO BUYERS’ INVESTIGATION OF THE BUSINESSTHIS GUARANTY, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS ANY OTHER ANCILLARY AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONGUARANTOR OBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws of the State of TexasNew York, without regard to the conflict of laws law principles thereof. The Parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Northern Southern District of Texas or, if jurisdiction is not available therein, the Texas district court New York located in Dallas New York County, Texas, in any action or proceeding arising out of or relating to this Agreement, and each of the Parties hereto irrevocably and unconditionally agrees that all claims Claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties hereto agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.610.6. The Parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the The Parties hereto each agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 10.11 shall be conclusive and binding upon the PartiesParties hereto, as the case may be, and may be enforced in any other courts to whose jurisdiction the PartiesParties hereto, as the case may be, are is or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ BUYER’S INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement This Limited Guarantee and all matters arising from actions (whether at law, in contract, in tort or relating otherwise) that may be based upon, arise out of or relate to this Agreement Limited Guarantee, or the negotiation, execution or performance hereof shall be governed by by, and construed and the rights and obligations of the Parties hereunder determined in accordance with with, the Laws laws of the State of TexasDelaware, without regard to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the jurisdiction regardless of the United States District Court for the Northern District laws that might otherwise govern under applicable principles of Texas or, if jurisdiction is not available therein, the Texas district court located in Dallas County, Texasconflicts of laws. All actions and proceedings (whether at law, in any action contract, in tort or proceeding otherwise) arising out of or relating to this AgreementLimited Guarantee, the negotiation, validity or performance of this Limited Guarantee shall be heard and determined in the Court of Chancery of the State of Delaware, and each the parties irrevocably submit to the jurisdiction of such court (and, in the Parties case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and irrevocably and unconditionally agrees that all claims in respect waive the defense of an inconvenient forum to the maintenance of any such action or proceeding may proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be heard and determined in such state court or, deemed to confer rights on any Person other than the fullest extent permitted by applicable Law, in such federal courtparties hereto. Without limitation of other means of service, the Parties The parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding court paper may be served on it made in accordance with any manner as may be provided under the notice provisions set forth applicable Laws or court rules governing service of process in Section 11.6such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees parties hereto agree that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, manner provided by suit upon such judgmentapplicable Law. EACH OF THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement Loan Documents shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of TexasNew York, without regard except that at all times the provisions for the creation, perfection and enforcement of the liens and security interests granted by Ronson Canada pursuant hereto and pursuant to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit other Loan Documents with respect to the jurisdiction Collateral owned by Ronson Canada may be governed by, and construed according to, the laws of the United States District Court for the Northern District Province of Texas orOntario, if jurisdiction is not available thereinCanada, the Texas district court located in Dallas County, Texas, in any action or proceeding arising out of or relating to this Agreement, and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court orit being understood that, to the fullest extent permitted by applicable Law, in the laws of such federal court. Without limitation of other means of serviceProvince, the Parties agree that service laws of any processthe State of New York shall govern the construction, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with validity and enforceability of all Loan Documents and all of the notice provisions set forth in Section 11.6Indebtedness arising hereunder and thereunder. The Parties irrevocably parties hereto hereby (i) consent to the personal jurisdiction of the state and unconditionally federal courts located in the State of New York in connection with any controversy related to this Agreement; (ii) waive any objection to the laying of argument that venue of any such suit, action or proceeding brought in any such court forum is not convenient; (iii) agree that any litigation initiated by the Lender or the Loan Parties in connection with this Agreement or the other Loan Documents may be venued in either the state or federal courts located in the City of New York, New York County, New York; and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees (iv) agree that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Parties, manner provided by law. Each Borrower hereby irrevocably designates and appoints Parent as the case may bedesignee, are or appointee and agent of such Borrower to receive, accept and acknowledge for and on behalf of such Borrower and its property service of any and all legal process, summons, notices and documents which may be subjectserved in any such action, suit or proceeding relating to the Loan Documents or the Indebtedness, which service may be made on Parent in accordance with legal procedures prescribed for such courts. Each Borrower agrees that service upon it or Parent as provided for herein shall constitute a valid and effective personal service upon it and that the failure of Parent to give any notice of such service to any Borrower shall not impair or affect in any way the validity of such service. Nothing herein contained shall, or shall be construed so as to, limit the right of the Lender to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, the Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which the office of the Lender may be located or assets of the Borrowers may be found or otherwise shall to Parent seem appropriate, or to affect the right to service of process in any jurisdiction in any other manner permitted by suit upon such judgmentthe law. [Remainder of this page intentionally left blank] THE LOAN PARTIES HERETO HEREBY AND THE LENDER WAIVE THEIR RESPECTIVE RIGHTS ANY RIGHT TO A TRIAL BY JURY OF IN ANY CLAIM ACTION AT LAW OR CAUSE OF ACTION ARISING OUT OF IN EQUITY OR RELATING IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONOTHER LOAN DOCUMENT.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement This Note shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of Texas, without regard New York. The parties hereto hereby (i) consent to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Note; (ii) waive any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by Inmark or Borrower in connection with this Note shall be venued in the United States District Court for of the Northern Southern District of Texas orNew York and, if jurisdiction is to the extent such venue cannot available therein, the Texas district court located in Dallas County, Texasbe obtained, in any action or proceeding arising out court having situs within the County of or relating to this AgreementNew York, State of New York; and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties (iv) agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Partiesmanner provided by law. BORROWER WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON BORROWER MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, as the case may beRETURN RECEIPT REQUESTED, are or may be subjectDIRECTED TO BORROWER AT THE BORROWER'S ADDRESS SET FORTH IN SECTION 11 HEREOF, by suit upon such judgmentAND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS ANY RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF BASED ON OR PERTAINING TO THIS NOTE, ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OTHER ANCILLARY AGREEMENTS OR ANY OF THE CLAIM OR CAUSE OF ACTIONOBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement This Guaranty shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of Texas, without regard New York. The Guarantor hereto hereby (i) consents to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient, (iii) agrees that any litigation initiated by Inmark or the Guarantor in connection with this Guaranty shall be venued in the United States District Court for of the Northern Southern District of Texas orNew York and, if jurisdiction is to the extent such venue cannot available therein, the Texas district court located in Dallas County, Texasbe obtained, in any action or proceeding arising out court having situs within the County of or relating to this AgreementNew York, State of New York; and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties (iv) agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, manner provided by suit upon such judgmentlaw. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS GUARANTOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE GUARANTOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO A THE GUARANTOR AT THE GUARANTOR'S ADDRESS SET FORTH IN SECTION 18 HEREOF, AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE GUARANTOR WAIVES ANY RIGHT TO TRIAL BY JURY OF IN ANY CLAIM ACTION OR CAUSE OF ACTION ARISING OUT OF PROCEEDING BASED ON OR RELATING PERTAINING TO BUYERS’ INVESTIGATION OF THE BUSINESSTHIS GUARANTY, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS ANY OTHER ANCILLARY AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONGUARANTOR OBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this This Agreement and all matters arising from or relating to this Agreement the other Loan Documents shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws (other than conflict laws) of the State of Texas, without regard New York. The parties hereto hereby (i) consent to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by the Lender or any Borrower in connection with this Agreement or the other Loan Documents shall be venued in the United States District Court for of the Northern Southern District of Texas or, if jurisdiction is not available therein, the Texas district court located in Dallas County, Texas, in any action or proceeding arising out of or relating to this Agreement, New York; and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties (iv) agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Partiesmanner provided by law. EACH BORROWER WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON SUCH BORROWER MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, as the case may beRETURN RECEIPT REQUESTED, are or may be subjectDIRECTED TO SUCH BORROWER AT SUCH BORROWER'S ADDRESS APPEARING ON THE LENDER'S RECORDS, by suit upon such judgmentAND SERVICE SO MADE SHALL BE DEEMED COMPLETED TWO (2) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS ANY RIGHT TO A TRIAL BY JURY OF IN ANY CLAIM ACTION OR CAUSE OF ACTION ARISING OUT OF PROCEEDING BASED ON OR RELATING PERTAINING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT ANY OTHER LOAN DOCUMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONOBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this This Agreement and all matters arising from or relating to this Agreement shall be governed by acts and construed transactions pursuant hereto and the rights and obligations of the Parties hereunder determined hereto shall be governed, construed, and interpreted in accordance with the Laws laws of the State of TexasDelaware, without regard giving effect to conflict of law principles. In addition, each of the Parties hereto (i) consents to submit itself to the conflict exclusive jurisdiction of laws principles thereof. The Parties irrevocably the Court of Chancery or other courts of the State of Delaware for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, (iii) agrees that it will not bring any suit, action, or other proceeding arising out of, relating to, or based upon this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery or other courts of the State of Delaware, and unconditionally submit (iv) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not subject to the jurisdiction of the United States District Court for above-named courts, that its property is exempt or immune from attachment or execution, that the Northern District of Texas orsuit, if jurisdiction is not available thereinaction, the Texas district court located in Dallas County, Texas, in any action or proceeding arising out of or relating to this Agreementis brought in an inconvenient forum, and each that the venue of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action suit, action, or proceeding is improper, or that this Agreement or the subject matter hereof may not be heard enforced in or by such court. Each Party hereto hereby consents to service of process being made through the notice procedures set forth in Section 8 and determined in such state court oragrees that, to the fullest extent permitted by applicable Lawlaw, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice notice, or document with respect by U.S. registered mail to the Parties’ respective addresses set forth on the signature page hereto shall be effective service of process for any action, suit or proceeding may be served on it in accordance connection with this Agreement or the notice provisions set forth in Section 11.6transactions contemplated hereby. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, by suit upon such judgment. THE PARTIES EACH PARTY HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF IN CONNECTION WITH THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONSERVICES CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws of the State of Texas, without regard to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the jurisdiction of the United States District Court for the Northern Western District of Texas or, if jurisdiction is not available therein, the Texas district court located in Dallas Bexar County, Texas, in any action or proceeding arising out of or relating to this Agreement, and each of the Parties irrevocably and unconditionally agrees that all claims Claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 11.11 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement Loan Documents shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws substantive laws of the State of TexasNew York, without regard giving effect to conflicts of laws principles. The parties hereto hereby (i) consent to the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the personal jurisdiction of the United States District Court for the Northern District of Texas or, if jurisdiction is not available therein, the Texas district court State and Federal courts located in Dallas County, Texas, the State of New York in connection with any action or proceeding arising out of or relating controversy related to this Agreement, and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally ; (ii) waive any objection to the laying of argument that venue of any such suit, action or proceeding brought in any such court forum is not convenient, (iii) agree that any litigation initiated by the Lender or any Obligor in connection with this Agreement or the other Loan Documents may be venued in either the State or Federal courts located in New York County, New York; and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees (iv) agree that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any other courts to whose jurisdiction the Partiesmanner provided by law. EACH OBLIGOR WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON SUCH OBLIGOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, as the case may beRETURN RECEIPT REQUESTED, are or may be subjectDIRECTED TO SUCH OBLIGOR AT ITS ADDRESS APPEARING ON THE LENDER’S RECORDS, by suit upon such judgmentAND SERVICE SO MADE SHALL BE DEEMED COMPLETED TWO (2) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS ANY RIGHT TO A TRIAL BY JURY OF IN ANY CLAIM ACTION OR CAUSE OF ACTION ARISING OUT OF PROCEEDING BASED ON OR RELATING PERTAINING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTIONOTHER LOAN DOCUMENT.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement This Warrant shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws laws of the State of Texas, without regard to Delaware and the conflict of laws principles thereof. The Parties irrevocably and unconditionally submit to the jurisdiction of the United States District Court for applicable therein (in each case without giving effect to any choice or conflict of laws provision or rule that would cause the Northern District application of Texas orthe laws of any other jurisdiction) and shall be treated in all respects as a Delaware contract. Any action, if jurisdiction is not available therein, the Texas district court located in Dallas County, Texas, in any action suit or proceeding arising out of or relating to this AgreementWarrant shall be brought in San Diego County, California or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and THE COMPANY AND THE HOLDER HEREOF, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY (AND AGREE NOT TO REQUEST TRIAL BY JURY), IN EACH CASE IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT. The Company and the holder hereof each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of or relating to this Agreement or the transactions contemplated hereby in the courts of the State of California or the United States of America, in each case located in San Diego County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court and that any claim that such suit, action or proceeding matter brought in any such court has been brought in an inconvenient forum. Each The Company and the holder hereof each hereby irrevocably waives personal service of the Parties agrees that a final judgment process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof to such party at the address for such notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in an appropriate court pursuant any way any right to serve process in any manner permitted by law. By accepting this Warrant from the Company or its previous holder, the holder agrees to be bound by the terms of this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION14.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. The Parties agree that this Agreement and all matters arising from or relating to this Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the Laws of the State Commonwealth of TexasMassachusetts, without regard to the conflict of laws law principles thereof. The Parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Northern District of Texas orMassachusetts and/or the Superior Court of the Commonwealth of Massachusetts sitting in Springfield, if jurisdiction is not available therein, the Texas district court located in Dallas County, TexasMassachusetts, in any action or proceeding arising out of or relating to this Agreement, and each of the Parties hereto irrevocably and unconditionally agrees that all claims Claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable Law, in such federal court. Without limitation of other means of service, the Parties hereto agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.610.6. The Parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the The Parties hereto each agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 10.11 shall be conclusive and binding upon the PartiesParties hereto, as the case may be, and may be enforced in any other courts to whose jurisdiction the PartiesParties hereto, as the case may be, are is or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ THE BUYER’S INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING OF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.